SHAREHOLDERS’ EQUITY (DEFICIT) |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT)
Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of June 30, 2026 and December 31, 2025, there were preference shares issued or outstanding.
Ordinary shares — The Company is authorized to issue 500,000,000 Ordinary Shares with a par value of $0.0001 per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. As of June 30, 2026, there were 19,958,575 Ordinary Shares issued and outstanding, including 5,053,450 Founder Shares issued to the Sponsor and EBC, 567,625 Private Placement Units issued to the Sponsor, EBC and third-party investors, and 14,337,500 ordinary shares subject to possible redemption and classified as temporary equity.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s Amended and Restated Articles, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s issued and outstanding Ordinary Shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the Company’s Amended and Restated Articles, such actions include amending the Company’s Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the election of directors. The holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
The Founder Shares will automatically convert into Ordinary Shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the business combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25% of the total number of Ordinary Shares outstanding after such conversion (not including the Ordinary Shares underlying the Private Placement Units), including the total number of Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Ordinary Shares or equity-linked securities or rights exercisable for or convertible into Ordinary Shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of working capital units, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a Right will automatically receive one-tenth (1/10) of one Ordinary Shares upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each Right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. |